FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * AUGUST THOMAS F   2. Issuer Name and Ticker or Trading Symbol PRENTISS PROPERTIES TRUST/MD [PP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 3890 WEST NORTHWEST HIGHWAY, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 02/03/2005 (Street) DALLAS,, TX 752205166 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest(CommonShares) 02/03/2005   A   35,000 A $ 34.8 398,899 D   Common Shares of Beneficial Interest(CommonShares) 02/04/2005   S   13,365 D $ 35.4073 385,534 D   Common Shares of Beneficial Interest(CommonShares) 02/04/2005   M   26,165 A $ 35.4244 411,699 D (1)   Common Shares of Beneficial Interest(CommonShares) 02/07/2005   S   12,800 D $ 35.4423 398,899 D   Common Shares of Beneficial Interest(CommonShares)               116,518 I see footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options

$ 34.8

02/03/2005

A

100,000

02/03/2006

02/03/2015

Common Shares

100,000

$ 34.8

100,000

D (3)

Redeemable Units of limited partnership interest

(4)

12/30/2004

G

V

2,620

10/22/1998

12/31/2050

Common Shares

2,620

$ 0

85,956

D (5)

Options

$ 28.1

02/28/2003

02/28/2012

Common Shares

12,300

12,300

D (6)

Options

$ 26.09

03/05/2004

03/05/2013

Common Shares

70,667

70,667

D (7)

Options

$ 34.2

02/23/2005

02/23/2014

Common Shares

84,000

84,000

D (8)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
AUGUST THOMAS F 3890 WEST NORTHWEST HIGHWAY SUITE 400 DALLAS,, TX 752205166	X		President & CEO

Signatures

By: Gregory S. Imhoff (POA on File)		02/07/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects the excersie and acquisition of Mr. August's KEYSOP (deferred compensation) shares previously held in the KEYSOP plan.
(2)	Mr. August also reports 116,518 Common Shares owned by certain Grantor Retianed Annuity Trusts established by Mr. August, of which Mr. August disclaims beneficial ownership.
(3)	Options will become exercisable for one-third of the Common Shares 02/03/06, 02/03/07 and for the balance of the covered Common Shares on 02/03/08.
(4)	Each Unit may be redeemed for one Common Share.
(5)	Reflects 2,620 units gifted to bona fide charities.
(6)	Options will become exercisable for one-third of the Common Shares 02/28/03, 02/28/04 and for the balance of the covered Common Shares on 02/28/05.
(7)	Options will become exercisable for one-third of the covered Common Shares on 03/05/04, 03/05/05 and for the balance of the covered Common Shares on 03/05/06.
(8)	Options will become exercisable for one-third of the covered Common Shares on 02/23/05, 02/23/06 and for the balance of the covered Common Shares on 02/23/07.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.